AMGEN INC

Request the Board adopt a policy requiring separate individuals to serve as Chairman and CEO and amend governing documents, including Corporate Governance Guidelines, to designate the Board Chairman as an independent director. The proposal specifies that an independent Lead Director is not a substitute, allows the Board to appoint an interim non-independent chairman while an independent chairman is sought, and permits phased implementation upon contract renewal or the next CEO transition. Proponent argues an independent chairman would strengthen oversight, reduce conflicts of interest, and improve accountability and transparency. The proposal cites recent company headwinds (patent expirations, pricing pressures, impairment charges, and product and financial performance concerns) as rationale for the governance change.